Basisstatistiken
| LEI | 549300JNX3M2EENG1F11 |
| CIK | 1325670 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Primis Financial Corp.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| May 27, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 27, 2026 |
Primis Financial Corp. Announces Election of New Board Members Scott Gamble and Brock Saunders Exhibit 99.1 Primis Financial Corp. Announces Election of New Board Members Scott Gamble and Brock Saunders For immediate release May 27, 2026 McLean, Virginia, May 27, 2026 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) and its wholly-owned subsidiary Primis Bank, today announced that Mr. Scott R. Gamble and Mr. J. Brock Saunders were elected to Primis’ Board of Directors at i |
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| May 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2026 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| April 23, 2026 |
Exhibit 99.1 Primis Financial Corp. Reports Strong Results for the First Quarter of 2026 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, April 23, 2026 McLean, Virginia, April 23, 2026 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common share |
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| April 23, 2026 |
Primis Financial Corp. NASDAQ: FRST First Quarter 2026 Exhibit 99.2 Primis Financial Corp. NASDAQ: FRST First Quarter 2026 Forward - Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Sec |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2026 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 10, 2026 |
2025 ANNUAL REPORT LET’S CLIMB.In 2025, the first Primis Leadership Development cohort completed a demanding marathon hike in Joshua Tree National Park. The climb reflected a core belief: winning the hearts of our people and investing in their growth drives exceptional results. That mindset of preparation, resilience, and shared resolve shapes how we operate and informs the theme of this year’s re |
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| April 10, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by |
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| March 16, 2026 |
AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.17 AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of December 19, 2025, by and between Dennis J. Zember, Jr. (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of December 18, 2025 (the “Effective Date”). WITNESSETH WHERE |
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| March 16, 2026 |
Exhibit 10.18 P E R F O R M A N C E – B A S E D R E S T R I C T E D S T O C K U N I T A W A R D A G R E E M E N T Non-transferable G R A N T T O (“Grantee”) by Primis Financial Corp. (the “Company”) of restricted stock units convertible, on a one-for-one basis, into shares of Stock (the “Units”). The Units are granted pursuant to and subject to the provisions of the Primis Financial Corp. Omnibus |
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| March 16, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS |
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| March 16, 2026 |
AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Exhibit 10.16 AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of December 19, 2025, by and between (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of December 17, 2025 (the “Effective Date”). WITNESSETH WHEREAS, the Award Agreemen |
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| March 16, 2026 |
Subsidiaries of Primis Financial Corp. Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Connecticut North Carolina |
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| March 16, 2026 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of February 27, 2026, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of o |
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| March 16, 2026 |
Exhibit 10.15 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 17th day of November, 2025, by and among PRIMIS FINANCIAL CORP.., a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and Donald C. Sav |
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| January 29, 2026 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, January 29, 2026 McLean, Virginia, January 29, 2026 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to com |
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| January 29, 2026 |
Primis Financial Corp. NASDAQ: FRST Fourth Quarter 2025 Exhibit 99.2 Primis Financial Corp. NASDAQ: FRST Fourth Quarter 2025 Forward - Looking Statements This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Se |
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| January 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2026 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 18, 2025 |
Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program Exhibit 99.1 Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program For immediate release Thursday, December 18, 2025 McLean, Virginia, December 18, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), today announced that the board of directors of the Company (the “Board”) approved a stock repurchase program for up to 750,000 of the outstanding shares of |
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| December 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2025 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| December 8, 2025 |
Exhibit 99.1 Primis Financial Corp. Announces Sale-Leaseback Transaction Accretive to TBV by 13.2% and Recurring Earnings by 15.0% For immediate release Monday, December 8, 2025 McLean, Virginia, December 8, 2025 – Primis Bank (the “Bank”), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), today announced it has entered into a sale-leaseback transact |
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| December 8, 2025 |
Exhibit 10.2 MASTER LEASE by and among FNLR MUD LLC, as Landlord, and PRIMIS BANK, as Tenant TABLE OF CONTENTS Page Article I PROPERTY 1 1.1 Property 1 1.2 Single, Unitary, Integrated, Indivisible Lease 2 1.3 Joint and Several Liability 3 1.4 Term 3 1.5 Renewal Term 3 1.6 Reservation of Rights Concerning Leases 3 1.7 Separation of Leases 4 Article II DEFINITIONS 6 2.1 Def |
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| December 8, 2025 |
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY Exhibit 10.1 AGREEMENT FOR PURCHASE AND SALE OF PROPERTY THIS AGREEMENT is made and entered into as of the Effective Date (as hereinafter defined), by and between PRIMIS BANK, a Virginia corporation (“Seller” and “Leaseback Tenant”), and MOUNTAINSEED REAL ESTATE SERVICES, LLC, a Georgia limited liability company (“Buyer”). STATEMENT OF BACKGROUND A. Seller is the owner of each Property |
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| December 8, 2025 |
Exhibit 10.3 GUARANTY OF LEASE This Guaranty of Lease (the “Guaranty”) is executed as of December 5, 2025, by PRIMIS FINANCIAL CORP., a Virginia corporation (together with its successors and permitted assigns, “Guarantor”), in favor of FNLR MUD LLC, a Delaware limited liability company (together with its successors and assigns, “Landlord”), with reference to the following facts: A. Primis Bank, a |
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| November 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I. |
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| October 23, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Third Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, October 23, 2025 McLean, Virginia, October 23, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to comm |
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| October 23, 2025 |
Third Quarter 2025 NASDAQ: FRST Exhibit 99.2 Third Quarter 2025 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All stat |
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| October 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 13, 2025 |
As filed with the Securities and Exchange Commission on August 13, 2025 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia (State or other jurisdiction of incorporation or organization) 20-1417448 (I.R.S Employer |
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| August 13, 2025 |
Table 1: Newly Registered Securities Calculation of Filing Fee Tables S-8 Primis Financial Corp. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.01 par value 457(a) 600,000 $ 11.03 $ 6,618,000.00 0.0001531 $ 1,013.22 Total Offering Amount |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| August 11, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 24, 2025 McLean, Virginia, July 24, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh |
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| August 11, 2025 |
Second Quarter 2025 NASDAQ: FRST Exhibit 99.2 Second Quarter 2025 NASDAQ: FRST This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All st |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| July 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 24, 2025 |
Second Quarter 2025 NASDAQ: FRST Exhibit 99.2 Second Quarter 2025 NASDAQ: FRST This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward - looking statements” within the meaning of, and subject to the protections of, Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All st |
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| July 24, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Second Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 24, 2025 McLean, Virginia, July 24, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh |
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| July 7, 2025 |
Exhibit 3.1 ARTICLES OF AMENDMENT OF PRIMIS FINANCIAL CORP. The undersigned corporation, pursuant to Title 13.1. Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of amendment and sets forth: 1. The corporation hereby amends its Articles of Incorporation as follows: RESOLVED, that the Articles of Incorporation shall be amended by Article 8.A |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil |
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| July 7, 2025 |
Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF PRIMIS FINANCIAL CORP. TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Registered Office and Registered Agent 1 1.2 Other Offices 1 Article II SHAREHOLDERS’ MEETINGS 1 2.1 Meeting Place 1 2.2 Annual Meeting 1 2.3 Organization 1 2.4 Special Meetings 1 2.5 Notice 2 2.6 Postponement 2 2.7 Record List of Shareholders 2 2.8 Quorum; Actions of Shareholder |
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| June 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the |
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| June 27, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fi |
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| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin |
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| May 16, 2025 |
Primis Financial Corp. 1676 International Drive, Suite 900 McLean, VA 22102 002CSNF85E | PRIMIS 2024 ANNUAL REPORT/ FORM 10-K WRAP 2024 ANNUAL REPORT 2024 ANNUAL REPORTOUR FOOTPRINT In-Market Growth & Expansion The strength of Primis In-Market remains central to our success, with a focus on enhancing community banking while leveraging digital innovation. We continue to drive strong in-market perfo |
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| May 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| May 14, 2025 |
Exhibit 99.2 Primis Financial Corp. Reports Deconsolidation of Panacea Records Pre-Tax Gain of Approximately $24.6 million For immediate release Monday, May 13, 2025 McLean, Virginia, May 13, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today reported that it has deconsolidated Panacea Financial Holdings (“PFH”) effective March 31, 2025. Accordingly, the Company will be |
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| May 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| May 14, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the First Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, April 29, 2025 McLean, Virginia, April 29, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh |
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| May 13, 2025 |
FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 29, 2025 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of April 15, 2025, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our |
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| April 29, 2025 |
Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Panacea Financial Holdings, Inc. Connecticut North Carolina Arkansas |
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| April 29, 2025 |
Fourth Quarter 2024 NASDAQ: FRST Exhibit 99.2 Fourth Quarter 2024 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All stat |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissi |
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| April 29, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the First Quarter of 2025 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, April 29, 2025 McLean, Virginia, April 29, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported net income available to common sh |
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| April 29, 2025 |
Exhibit 10.15 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 27th day of January, 2025, by and among PRIMIS FINANCIAL CORP.., a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and Ryan Lysaght |
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| April 29, 2025 |
Exhibit 19 INSIDER TRADING POLICY Statement of Policy Regarding Trading in Company Securities Primis Financial Corp. |
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| April 29, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, January 28, 2025 McLean, Virginia, January 28, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported a net loss available to comm |
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| April 29, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2025 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission F |
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| April 14, 2025 |
Primis Financial Corp. Announces Receipt of Stay Extension Exhibit 99.1 Primis Financial Corp. Announces Receipt of Stay Extension For immediate release April 14, 2025 McLean, Virginia, April 14, 2025 – As previously disclosed on the Form 8-K dated April 9, 2025, Primis Financial Corp. (NASDAQ: FRST) (the “Company”), submitted a hearing request (“Hearing Request”) to The Nasdaq Stock Market LLC (“Nasdaq”) appealing Nasdaq’s delisting determination and req |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| April 9, 2025 |
Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-K Filing Exhibit 99.1 Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-K Filing For immediate release April 9, 2025 McLean, Virginia, April 9, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) announced today that, as expected, it received a notice on April 3, 2025 (the “Notice”) from Nasdaq indicating that the Company is not in compliance with Nasdaq Listing Rule 5 |
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| April 3, 2025 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2025 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 17, 2025 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| January 28, 2025 |
Fourth Quarter 2024 NASDAQ: FRST Exhibit 99.2 Fourth Quarter 2024 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All stat |
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| January 28, 2025 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Tuesday, January 28, 2025 McLean, Virginia, January 28, 2025 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported a net loss available to comm |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2025 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| December 20, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio |
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| December 19, 2024 |
Exhibit 99.1 Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program and Compliance with Nasdaq Listing Rules For immediate release Thursday, December 19, 2024 McLean, Virginia, December 19, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), today announced that the board of directors of the Company (the “Board”) approved a stock repurchase program for u |
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| December 19, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissio |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I. |
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| December 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| November 27, 2024 |
Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-Q Filing Exhibit 99.1 Primis Financial Corp. Receives Nasdaq Notice Regarding Delayed 10-Q Filing For immediate release November 27, 2024 McLean, Virginia, November 27, 2024 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) announced today that, as expected, it received a notice (the “Additional Notice”) from Nasdaq indicating that the Company remains noncompliant with Nasdaq Listing Rule |
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| November 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio |
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| November 13, 2024 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or ot |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| November 6, 2024 |
PRIMIS FINANCIAL CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.1 PRIMIS FINANCIAL CORP. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On October 31, 2024, Primis Bank (the “Bank”), a wholly-owned subsidiary of Primis Financial Corp. (the “Company”), completed the first closing of its previously announced sale of its Life Premium Finance divison to EverBank, N.A. (“EverBank”). The second closing and full transfer of the business, |
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| November 6, 2024 |
Exhibit 2.1 PURCHASE AND ASSUMPTION AGREEMENT FOR THE PRIMIS LIFE LENDING BUSINESS by and between EVERBANK, NATIONAL ASSOCIATION and PRIMIS BANK Date October 24, 2024 TABLE OF CONTENTS Page Article I Definitions 1 1.1 Definitions 1 1.2 Principles of Construction 6 1.3 Schedules 6 Article II Purchase and Assumption 7 2.1 First and Second Closings 7 2.2 First Closing - Purchase and Sale of the Exist |
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| November 6, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other ju |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other j |
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| October 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| October 24, 2024 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Third Quarter of 2024 Announces Sale of Life Premium Finance Division Announces Expansion of Mortgage Warehouse Lending Team Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, October 24, 2024 McLean, Virginia, October 24, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), |
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| October 24, 2024 |
Third Quarter 2024 NASDAQ: FRST Exhibit 99.2 Third Quarter 2024 NASDAQ: FRST This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All state |
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| October 24, 2024 |
Primis Financial Corp. Announces Receipt of Stay Extension Exhibit 99.1 Primis Financial Corp. Announces Receipt of Stay Extension For immediate release October 24, 2024 McLean, Virginia, October 24, 2024 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today announced it received a notice from Nasdaq indicating that the temporary stay of delisting of the Company’s common stock has been extended pending a hearing before the Nasdaq Hearin |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2024 Primis Financial Corp. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| October 17, 2024 |
Letter dated October 17, 2024 from Forvis Mazars, LLP to the Securities and Exchange Commission Exhibit 16.1 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated October 17, 2024 of Primis Financial Corp. and are in agreement with the statements contained therein with respect to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Forvis Mazars, LLP Ty |
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| October 17, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| October 15, 2024 |
Exhibit 10.16 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 25th day of October, 2023, by and among PRIMIS FINANCIAL CORP.., a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and RICKEY ALLEN F |
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| October 15, 2024 |
Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Panacea Financial Holdings, Inc. Connecticut North Carolina Arkansas |
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| October 15, 2024 |
Primis Financial Corp. Clawback Policy, adopted by the Board of Directors on November 28, 2023 Exhibit 97 PRIMIS FINANCIAL CORP. INCENTIVE COMPENSATION RECOVERY POLICY 1.0 General 1.1 Primis Financial Corp. (the “Company”) has adopted this Incentive Compensation Recovery Policy (the “Policy”) in accordance with the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”) and Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent this P |
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| October 15, 2024 |
Exhibit 10.15 AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of December 15, 2022, by and between Dennis J. Zember, Jr. (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of October 26, 2023 (the “Effective Date”). WITNESSETH WHEREA |
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| October 15, 2024 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 7, 2024, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our c |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS |
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| October 15, 2024 |
Exhibit 10.14 AMENDMENT TO PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT This Amendment (“Amendment”) to the Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), dated as of September 1, 2021, by and between Dennis J. Zember, Jr. (“Grantee”) and Primis Financial Corp. (the “Company”) is effective as of October 26, 2023 (the “Effective Date”). WITNESSETH WHEREA |
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| October 9, 2024 |
Exhibit 99.1 Primis Financial Corp. Provides Progress Report on Filings and Compliance with Nasdaq Listing Requirements For immediate release October 9, 2024 McLean, Virginia, October 9, 2024 –Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) today provided an update on its delinquent filings and process for regaining compliance with Nasdaq listing requirements. On October 4, 2024, |
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| October 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 3, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| October 4, 2024 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 6, 2023, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our c |
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| October 4, 2024 |
Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Connecticut North Carolina |
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| October 4, 2024 |
Exhibit 99.1 UNAUDITED FINANCIAL STATEMENT FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2021 SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheet (Unaudited) 1-2 Statement of Operations (Unaudited) 3 Statement of Changes in Members' Equity (Unaudited) 4 Statement of Cash Flows (Unaudited) 5-6 Notes to Financial Statements (Unaudited) |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: |
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| October 4, 2024 |
Exhibit 10.14 THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 20th day of December, 2022, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the “Bancorp”), PRIMIS BANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the |
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| September 23, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissi |
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| September 23, 2024 |
Letter dated September 23, 2024 from Forvis Mazars, LLP to the Securities and Exchange Commission. Exhibit 16.1 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated September 23, 2024 of Primis Financial Corp. and are in agreement with the statements contained therein with respect to our firm. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Forvis Mazars, LLP |
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| September 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio |
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| September 12, 2024 |
Letter dated September 12, 2024 from Forvis Mazars, LLP to the Securities and Exchange Commission. Exhibit 7.1 Securities and Exchange Commission 450 5th Street N.W. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.02 of Form 8-K, for the event that occurred on September 9, 2024, to be filed by Primis Financial Corp. We agree with the statements made in response to that Item insofar as they relate to our Firm. /s/ Forvis Mazars, LLP Tysons, Virginia September |
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| August 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| August 27, 2024 |
Primis Financial Corp. Announces Notification of Delinquency with Nasdaq Exhibit 99.1 Primis Financial Corp. Announces Notification of Delinquency with Nasdaq For immediate release August 27, 2024 McLean, Virginia, August 27, 2024 – On August 21, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received an expected delinquency notification letter (the “Letter”) from Nasdaq’s Listing Qualifications Department which indicated that the Company was n |
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| August 12, 2024 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| August 12, 2024 |
Primis Financial Corp. Provides Update on Delayed Filing Process EX-99.1 2 tm2421467d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Primis Financial Corp. Provides Update on Delayed Filing Process For immediate release Monday, August 12, 2024 McLean, Virginia, August 12, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today provided an update on its consultation process with the Office |
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| July 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 25, 2024 |
Exhibit 99.1 Primis Financial Corp. Reports Preliminary Earnings Per Share for the Second Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, July 25, 2024 McLean, Virginia, July 25, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported preliminary results f |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p |
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| May 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 22, 2024 |
Primis Financial Corp. Announces Notification of Delinquency with Nasdaq Exhibit 99.1 Primis Financial Corp. Announces Notification of Delinquency with Nasdaq For immediate release May 22, 2024 McLean, Virginia, May 22, 2024 – On May 16, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received an expected delinquency notification letter (the “Letter”) from Nasdaq’s Listing Qualifications Department which indicated that the Company was not in com |
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| May 13, 2024 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 25, 2024 |
Exhibit 99.1 Primis Financial Corp. Reports Preliminary Earnings Per Share for the First Quarter of 2024 Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, April 25, 2024 McLean, Virginia, April 25, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank (the “Bank”), today reported preliminary results |
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| April 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission F |
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| April 9, 2024 |
Primis Financial Corp. Announces Notification of Delinquency with Nasdaq Exhibit 99.1 Primis Financial Corp. Announces Notification of Delinquency with Nasdaq For immediate release Tuesday, April 9, 2024 McLean, Virginia, April 9, 2024 – On April 4, 2024, Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”) received a letter (the “Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, as a result of not having timely filed its Annual Report |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fi |
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| April 1, 2024 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 18, 2024 |
SEC FILE NUMBER 001-33037 CUSIP NUMBER 74167B109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 26, 2024 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio |
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| February 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Primis Financial Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 74167B109 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| January 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 26, 2024 |
FRST / Primis Financial Corp. / BlackRock Inc. Passive Investment SC 13G/A 1 us74167b1098012624.txt us74167b1098012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) Primis Financial Corp. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74167B109 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 26, 2024 |
Exhibit 99.1 Primis Financial Corp. Reports Earnings per Share for the Fourth Quarter of 2023 Announces Investment in Panacea Financial Holdings, Inc. Declares Quarterly Cash Dividend of $0.10 Per Share For immediate release Thursday, January 25, 2024 McLean, Virginia, January 25, 2024 – Primis Financial Corp. (NASDAQ: FRST) (“Primis” or the “Company”), and its wholly-owned subsidiary, Primis Bank |
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| January 26, 2024 |
Fourth Quarter 2023 NASDAQ: FRST Exhibit 99.2 Fourth Quarter 2023 NASDAQ: FRST This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that consti tut e “forward - looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities E xch ange Act of 1934, as amended. All stat |
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| December 21, 2023 |
Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program Exhibit 99.1 Primis Financial Corp. Announces Reauthorization of Stock Repurchase Program MCLEAN, Va., Dec. 21, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), today announced that the board of directors of the Company (the "Board") approved a new stock repurchase program for up to 740,600 of the outstanding shares of the Company's common stock (the "Stock Re |
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| December 21, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissio |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 9, 2023 |
Third Quarter 2023 Exhibit 99.2 NASDAQ: FRST This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| November 9, 2023 |
Primis Financial Corp. Issues Revised Results for the Third Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Issues Revised Results for the Third Quarter of 2023 MCLEAN, Va., Nov. 9, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today amended its previously announced financial results for the three and nine months ended September 30, 2023. Revised results reflect a non-c |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I. |
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| October 26, 2023 |
Third Quarter 2023 NASDAQ: FRST Exhibit 99.2 This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| October 26, 2023 |
Exhibit 99.1 Primis Financial Corp. Reports 55% Increase in Diluted Earnings per Share for the Third Quarter of 2023 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Oct. 26, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income of $7.6 million for the quarter ended |
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| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 04, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 4, 2023 |
Primis Financial Corp. Announces Promotion of Rick A. Fulk to President of Primis Bank Exhibit 99.1 Primis Financial Corp. Announces Promotion of Rick A. Fulk to President of Primis Bank MCLEAN, Va., Oct. 4, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today announced that Rick A. Fulk has been promoted to President of Primis Bank effective October 2, 2023. Dennis J. Zember, Jr., Pre |
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| August 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| July 27, 2023 |
Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the Second Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the Second Quarter of 2023 Announces Cost Saving Initiative Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., July 27, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported a net loss of $0.2 m |
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| July 27, 2023 |
Second Quarter 2023 NASDAQ: FRST Exhibit 99.2 PRIMIS This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All sta |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p |
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| May 26, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I.R.S. |
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| April 28, 2023 |
First Quarter 2023 NASDAQ: FRST Exhibit 99.2 This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 28, 2023 |
Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the First Quarter of 2023 Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share for the First Quarter of 2023 Successfully Deployed New Digital Platform at Scale Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., April 27, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported n |
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| April 13, 2023 |
2022 ANNUAL REPORTRichmond, VirginiaCHALLENGING THE STATUS QUO IT’S WHO WE ARE Y ou shouldn’t have to celebrate when your bank gets it right. |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| March 17, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 17, 2023 |
First Quarter of 2023 — Update as to Mid-Quarter Results Exhibit 99.1 First Quarter of 2023 — Update as to Mid-Quarter Results For immediate release Monday, March 13, 2023 MCLEAN, Va., March 13, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported several mid-quarter results associated driven by various deposit growth strategies. Speaking about th |
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| March 15, 2023 |
Description of Registrant’s Securities Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 6, 2023, Primis Financial Corp. (“PRIMIS”) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. DESCRIPTION OF COMMON STOCK The following description of the terms and provisions of our c |
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| March 15, 2023 |
Exhibit 10.14 THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered as of the 20th day of December, 2022, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the “Bancorp”), PRIMIS BANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the “Bank”; the Bancorp and the Bank are collectively referred to herein as the |
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| March 15, 2023 |
Subsidiaries of the Registrant Exhibit 21.0 Subsidiaries of Primis Financial Corp. Subsidiary State of Incorporation Primis Bank Virginia Eastern Virginia Statutory Trust I Primis Mortgage Company Connecticut North Carolina |
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| March 15, 2023 |
Exhibit 99.1 UNAUDITED FINANCIAL STATEMENT FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2021 SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheet (Unaudited) 1-2 Statement of Operations (Unaudited) 3 Statement of Changes in Members' Equity (Unaudited) 4 Statement of Cash Flows (Unaudited) 5-6 Notes to Financial Statements (Unaudited) |
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| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 PRIMIS |
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| February 6, 2023 |
FRST / Primis Financial Corp. / BANC FUNDS CO LLC - NONE Passive Investment SC 13G/A 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Primis Financial Corporation (Name of Issuer) COMMON STOCK (Title of Class of Securities) 74167B109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| February 6, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Primis Financial Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 74167B109 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 1, 2023 |
FRST / Primis Financial Corp. / BlackRock Inc. Passive Investment SC 13G/A 1 us74167b1098020123.txt us74167b1098020123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Primis Financial Corp. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74167B109 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| January 26, 2023 |
Fourth Quarter 2022 NASDAQ: FRST Exhibit 99.2 This Presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| January 26, 2023 |
Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Fourth Quarter of 2022 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Jan. 26, 2023 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income from continuing |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2023 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| December 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2022 Primis Financial Corp. (Exact name of Registrant as Specified in Its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 Commission File No. 001-33037 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 20-1417448 (State or other jurisdiction (I. |
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| October 27, 2022 |
Third Quarter 2022 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| October 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 27, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in its Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 27, 2022 |
Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Third Quarter of 2022 Adoption of Stock Repurchase Program Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Oct. 27, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 28, 2022 |
Second Quarter 2022 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| July 28, 2022 |
Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations for the Second Quarter of 2022 Completed the Previously Announced Acquisition of SeaTrust Mortgage Company Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., July 28, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned sub |
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| July 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 28, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 6, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil |
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| June 6, 2022 |
Letter from FORVIS, LLP dated June 6, 2022 ? Exhibit 16.1 ? June 6, 2022 ? ? U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 ? ? Ladies and Gentlemen: ? We have read Item 4.01 of Form 8-K dated June 6, 2022, of Primis Financial Corp. and are in agreement with the statements therein concerning Dixon Hughes Goodman LLP, BKD, LLP and FORVIS, LLP. We have no basis to agree or disagree with other statements of the |
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| June 1, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (amendment no. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorpor |
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| June 1, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): June 1, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| June 1, 2022 |
Exhibit 10.1 Execution Version STOCK PURCHASE AGREEMENT by and among COMMUNITY FIRST BANK, INC., SEATRUST MORTGAGE COMPANY and PRIMIS BANK Dated as of April 28, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions 1 1.01 Definitions 1 1.02 Interpretation 13 ARTICLE II Purchase and Sale, Purchase Price, Allocation and Other Related Matters 14 2.01 Purchase and Sale 14 2.02 Purchase Price. 14 2.03 With |
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| June 1, 2022 |
Primis Announces Completion of Acquisition of SeaTrust Mortgage Company Exhibit 99.1 Primis Announces Completion of Acquisition of SeaTrust Mortgage Company GLEN ALLEN, Va., June 1, 2022 /PRNewswire/ - Primis Bank (the "Bank"), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), has completed its acquisition, effective May 31, 2022, of SeaTrust Mortgage Company ("SeaTrust"). With the closing of the acquisition, SeaTrust no |
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| May 27, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 26, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 3, 2022 |
EX-1.1 2 frst-ex119.htm EX-1.1 Exhibit 1.01 STOCK PURCHASE AGREEMENT by and among COMMUNITY FIRST BANK, INC., SEATRUST MORTGAGE COMPANY and PRIMIS BANK Dated as of April 28, 2022 TABLE OF CONTENTS Page ARTICLE I Definitions 1 1.01 Definitions 1 1.02 Interpretation 13 ARTICLE II Purchase and Sale, Purchase Price, Allocation and Other Related Matters 14 2.01 Purchase and Sale 14 2.02 Purchase Price. |
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| May 3, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 28, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 28, 2022 |
First Quarter 2022 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| April 28, 2022 |
Exhibit 99.1 Primis Financial Corp. Reports Basic and Diluted Earnings per Share from Continuing Operations of $0.19 for the First Quarter of 2022 Announces Signing of a Definitive Agreement to Acquire SeaTrust Mortgage Company Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., April 28, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wh |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 28, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 15, 2022 |
DEF 14A 1 tmb-20220526xdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commissi |
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| March 14, 2022 |
Exhibit 10.14 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 13th day of September, 2021, by and among Primis Financial Corp., a Virginia corporation (the "Bancorp"), Primis, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and Ann-Stanton C |
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| March 14, 2022 |
Subsidiaries of the Registrant Exhibit 21.0 ? Subsidiaries of Primis Financial Corp. ? ? ? ? ? Subsidiary State of Incorporation ? ? ? Primis Bank ? Virginia Eastern Virginia Statutory Trust I ? Connecticut ? |
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| March 14, 2022 |
Description of Registrant’s Securities ? Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of March 4, 2022, Primis Financial Corp. (?PRIMIS?) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. ? DESCRIPTION OF COMMON STOCK The following description of the terms and provisions |
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| March 14, 2022 |
? ? UNAUDITED FINANCIAL STATEMENT FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEAR ENDED DECEMBER 31, 2021 ? ? ? SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheet (Unaudited) 1-2 Statement of Operations (Unaudited) 3 Statement of Changes in Members' Equity (Unaudited) 4 Statement of Cash Flows (Unaudited) 5-6 Notes to Financial Statements (Unaudited) 7-2 |
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| March 14, 2022 |
Exhibit 10.13 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 16th day of June, 2021, by and among PRIMIS FINANCIAL CORPORATION, a Virginia corporation (the "Bancorp"), PRIMIS, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), and TYLER STAFFO |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 9, 2022 |
FRST / Primis Financial Corp. / BANC FUNDS CO LLC - NONE Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Primis Financial Corporation (Name of Issuer) COMMON STOCK (Title of Class of Securities) 74167B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2022 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Southern National Bancorp of Virginia, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74167B109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 3, 2022 |
FRST / Primis Financial Corp. / BlackRock Inc. Passive Investment us74167b1098020222.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) Primis Financial Corp. - (Name of Issuer) Common Stock - (Title of Class of Securities) 74167B109 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| January 27, 2022 |
Fourth Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| January 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): January 27, 2022 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 27, 2022 |
Exhibit 99.1 Reports Diluted Earnings per Share from Continuing Operations of $0.31 for the Fourth Quarter of 2021 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Jan. 27, 2022 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary, Primis Bank (the "Bank"), today reported net income of $7.7 million for the quarter ended D |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): October 28, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| October 28, 2021 |
Third Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| October 28, 2021 |
Exhibit 99.1 Primis Financial Corp. Reports Diluted Earnings per Share from Continuing Operations of $0.25 for the Third Quarter of 2021 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., Oct. 28, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank (the "Bank"), today reported net income of $3.9 million fo |
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| September 23, 2021 |
Primis Financial Corp. Announces Sale of Minority Interest in Southern Trust Mortgage, LLC Exhibit 99.1 Primis Financial Corp. Announces Sale of Minority Interest in Southern Trust Mortgage, LLC Contact: Dennis J. Zember Jr., CEO Phone: 804-997-2406 Primis Financial Corp., NASDAQ Symbol FRST Website: www.primisbank.com For immediate release Glen Allen, VA, September 23, 2021 ? Primis Bank (the ?Bank?), the wholly-owned subsidiary of Primis Financial Corp. (NASDAQ: FRST) (?Primis? or the |
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| September 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2021 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commissi |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): July 29, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| July 29, 2021 |
Primis Financial Corp. Reports Diluted Earnings per Share of $0.42 for the Second Quarter of 2021 Exhibit 99.1 Primis Financial Corp. Reports Diluted Earnings per Share of $0.42 for the Second Quarter of 2021 Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., July 29, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank (the "Bank"), today reported net income of $10.3 million for the quarter ended June |
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| July 29, 2021 |
Second Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| June 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-33037 A. Full title of the p |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): June 15, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 15, 2021 |
Primis Financial Corp. Announces Appointment of New Board Members Allen Jones and John Eggemeyer Exhibit 99.1 Primis Financial Corp. Announces Appointment of New Board Members Allen Jones and John Eggemeyer MCLEAN, Va., June 15, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank, announced today that it has appointed Dr. Allen R. Jones and Mr. John M. Eggemeyer to its Board of Directors. Dr. Allen R. Jones, Jr.is |
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| June 2, 2021 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2021 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission Fil |
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| May 10, 2021 |
Exhibit 10.3 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 10th day of January, 2021, by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the "Bancorp"), SONABANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer'' |
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| May 10, 2021 |
Table of Contents ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 10, 2021 |
Exhibit 10.2 ? CHANGE-IN-CONTROL SEVERANCE AGREEMENT ? This CHANGE-IN-CONTROL SEVERANCE AGREEMENT (this ?Agreement?) is made and entered into this 1st day of June, 2020 by and by and between (i) Southern National Bancorp of Virginia, Inc. (the ?Company?) and Sonabank (the ?Bank?) (collectively, the Company and the Bank shall be referred to as the ?Employer?), and Mike Tyler (?Employee?), to be eff |
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| May 10, 2021 |
Exhibit 10.1 THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered as of the 29th day of April, 2020, by and among SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC., a Virginia corporation (the "Bancorp"), SONABANK, a Virginia state-chartered bank and wholly owned subsidiary of the Bancorp (the "Bank"; the Bancorp and the Bank are collectively referred to herein as the "Employer''), |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): April 29, 2021 Primis Financial Corp. (Exact Name of Registrant as Specified in Charter) Virginia 001-33037 20-1417448 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 29, 2021 |
First Quarter 2021 NASDAQ: FRST Exhibit 99.2 This presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute ?forward-looking statements? within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements |
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| April 29, 2021 |
Primis Financial Corp. Reports Diluted Earnings per Share of $0.38 for the First Quarter of 2021 Exhibit 99.1 Primis Financial Corp. Reports Diluted Earnings per Share of $0.38 for the First Quarter of 2021 Announces Fourth Quarter Launch of Digital Bank Declares Quarterly Cash Dividend of $0.10 Per Share MCLEAN, Va., April 29, 2021 /PRNewswire/ - Primis Financial Corp. (NASDAQ: FRST) ("Primis" or the "Company"), and its wholly-owned subsidiary Primis Bank (the "Bank"), today reported net inc |
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| April 16, 2021 |
CORRESP 1 filename1.htm April 16, 2021 VIA EDGAR FILING and E-MAIL: [email protected] U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attn: David Lin Re: Primis Financial Corp. Registration Statement on Form S-3 File No. 333-255045 Request for Acceleration of Effectiveness Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act |
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| April 16, 2021 |
SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Primis Financial Corp. |
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| April 9, 2021 |
United States securities and exchange commission logo April 9, 2021 Matthew Switzer Executive Vice President and Chief Financial Officer Primis Financial Corp. |
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| April 9, 2021 |
United States securities and exchange commission logo April 9, 2021 Matthew Switzer Executive Vice President and Chief Financial Officer Primis Financial Corp. |
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| April 5, 2021 |
EX-25.1 5 tm2112001d1ex25-1.htm EXHIBIT 25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wil |
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| April 5, 2021 |
EX-25.2 6 tm2112001d1ex25-2.htm EXHIBIT 25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wil |
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| April 5, 2021 |
As filed with the Securities and Exchange Commission on April 5, 2021 Registration No. |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2021 PRIMIS FINANCIAL CORP. (Exact name of registrant as specified in its charter) Virginia 001-33037 20-1417448 (State or other jurisdiction of incorporation) (Commission F |
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| March 31, 2021 |
Exhibit 3.1 ARTICLES OF AMENDMENT OF SOUTHERN NATIONAL BANCORP OF VIRGINIA, INC. Pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, the undersigned corporation executes the following Articles of Amendment: 1. The name of the corporation is Southern National Bancorp of Virginia, Inc (the “Corporation”). 2. The Articles of Incorporation of the Corporation are hereby amended by de |
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| March 31, 2021 |
EX-99.1 4 tm2111375d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Southern National Bancorp of Virginia, Inc. is now Primis Financial Corp. Sonabank is now Primis Bank Stock Trading Symbol to Change from “SONA” to “FRST” For immediate release McLean, Virginia, March 31, 2021 – Southern National Bancorp of Virginia, Inc. (the “Company”) (NASDAQ: SONA), the parent of Sonabank, today announced that it has ch |
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| March 31, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PRIMIS FINANCIAL CORP. TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Registered Office and Registered Agent 1 1.2 Other Offices 1 Article II SHAREHOLDERS? MEETINGS 1 2.1 Meeting Place 1 2.2 Annual Meeting 1 2.3 Organization 1 2.4 Special Meetings 2 2.5 Notice 2 2.6 Postponement 2 2.7 Record List of Shareholders 2 2.8 Quorum; Actions of Shareholders 2 2.9 |
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| March 16, 2021 |
Subsidiaries of the Registrant Exhibit 21.0 ? Subsidiaries of Southern National Bancorp of Virginia, Inc. ? ? Subsidiary State of Incorporation ? ? ? Sonabank ? Virginia Eastern Virginia Statutory Trust I ? Connecticut ? |
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| March 16, 2021 |
Description of Registrant’s Securities ? Exhibit 4.5 ? DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ? As of March 5, 2021, Southern National Bancorp of Virginia, Inc. (?SONA?) has one class of securities, our common stock, registered under Section 12 of the Securities Exchange Act of 1934, as amended. ? DESCRIPTION OF COMMON STOCK The following description of the te |
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| March 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 16, 2021 |
Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND FINANCIAL STATEMENTS FOR SOUTHERN TRUST MORTGAGE, LLC FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018 Assurance | Tax | Advisory ? ? SOUTHERN TRUST MORTGAGE, LLC TABLE OF CONTENTS ? ? ? Page INDEPENDENT AUDITORS? REPORT 1?2 ? ? FINANCIAL STATEMENTS ? Balance Sheets 3 Statements of Operations 4 Statements of Changes in Me |
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| February 23, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that this Schedule 13D, dated February 23, 2021, with respect to the Common Stock, par value $0.01 per share, of Southern National Bancorp of Virginia, Inc., a Virginia corporation, is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions |
